Sagicor Financial Company Ltd. Announces Expiration and Results of Cash Tender Offer for Any and All 8.875% Senior Notes due 2022 issued by Sagicor Finance (2015) Limited and Note Purchase Agreement
Toronto and Barbados (May 7, 2021) – Sagicor Financial Company Ltd. (“Sagicor” or the “Company”) today announced that its previously announced cash tender offer (the “Tender Offer”) for any and all of the outstanding 8.875% Senior Notes due 2022 issued by its subsidiary Sagicor Finance (2015) Limited (the “Securities”) expired at 5:00 p.m., New York City time, on May 7, 2021 (such date and time, the “Expiration Date”). The dealer managers for the Tender Offer are J.P. Morgan Securities LLC and RBC Capital Markets, LLC.
As of the Expiration Date, a total of U.S.$130,164,000 aggregate principal amount of the Securities had been validly tendered and not validly withdrawn pursuant to the Tender Offer (the “Tendered Securities”). No Securities were tendered pursuant to the guaranteed delivery procedures described in the applicable offering documents.
The total cash payment to purchase the Tendered Securities on the settlement date of May 13, 2021, including accrued interest, will be approximately U.S.$134,418,000.
The obligation of the Company to accept and pay for Tendered Securities is subject to the satisfaction or waiver of a number of conditions, including the receipt by the Company of proceeds from the proposed separate issuance of securities on terms satisfactory to the Company, generating net proceeds in an amount that is sufficient to effect the repurchase of the Tendered Securities (the “Financing Condition”). The Company reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, including the Financing Condition, at or prior to the settlement date.
The Company also announced that the Company and Sagicor Life Inc., as guarantor, have entered into a note purchase agreement with J.P. Morgan Securities LLC and RBC Capital Markets, LLC as representatives of the several initial purchasers party thereto, in connection with the issuance and sale by the Company of U.S.$400 million of 5.300% Senior Notes due 2028 (the “New Notes”). As previously disclosed, the New Notes have not been and will not be registered or qualified under the U.S. Securities Act of 1933, as amended (the “Securities Act”), any Canadian securities laws or any securities laws of any other jurisdiction. The New Notes were offered and sold only to “qualified institutional buyers” as defined in and in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act and applicable local securities laws. The Company expects to settle the New Notes offering on or about May 13, 2021, subject to the satisfaction of the conditions of closing thereto.
This press release is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Securities or any other securities in Canada, the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor.
None of the U.S. Securities and Exchange Commission, any U.S. state securities commission, any Canadian securities regulatory authority or any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in any offering document. Any representation to the contrary is a criminal offense.
Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “will”, “may”, “would” and “should” and similar expressions or words suggesting future outcomes. This news release includes forward-looking information and statements. These forward-looking statements reflect material factors and expectations and assumptions of Sagicor. Sagicor’s estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and as such, are subject to change. Risks and uncertainties not presently known to Sagicor or that it presently believes are not material could cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports that will be filed by Sagicor with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Sagicor’s expectations only as of the date of this document. Sagicor disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.